This essay examines Harlem Renaissance novelist Nella Larsen’s career-long conversation with the fiction of Edith Wharton. Although Larsen cared little for the suggestion that she “had gone to Mrs. Wharton for her lessons in writing,” likely because the comparison cast doubt on the originality of her own oeuvre, the younger writer took Wharton’s work and made it new. One of Larsen’s most modernist gestures is the manner in which she consistently refers to, echoes, and resituates Wharton. These adaptations of Wharton’s fiction, especially of Sanctuary (1903) and Twilight Sleep (1927), which she deeply admired, involve not only subtle appropriations of turns of phrase, image, and point of view but also revisions of racial themes and subversions of narrative closure. Examining Larsen’s engagement with Wharton—particularly in Quicksand (1928), Passing (1929), “Sanctuary” (1930), and the novel that never saw print—makes clear the remarkable breadth of Larsen’s intertextual revisionary project.